QRSciences (ASX:QRS) (QRSNY:PK) is pleased to announce that it has accepted an offer from Helmsman Funds Management Limited as Trustee and Manager of Helmsman Capital Fund II (“Helmsman”) to provide expansion capital to fuel the Company’s continuing growth and to retire the existing Convertible Note debt with Trafalgar Capital Specialized Investment Fund (“Trafalgar”)(“Offer”). Under the terms of the Offer Helmsman will make an initial investment of up to $2.6 million through a combination of senior debt, a private placement and an underwritten rights issue. The Offer is subject to a number of conditions, including entry into formal transaction documents.

Helmsman is a Sydney based special situation investor that focuses on industry consolidations, operational turnarounds and financial restructurings. Helmsman has raised over $140 million for investment from institutional and high net worth investors who see the value potential from the unique opportunities that Helmsman uncover.

Industry restructurings and consolidations will often occur following changes which have moved relative competiveness among the various industry participants. In this case it is Helmsman’s objective to partner with QRS to be at the forefront of the changing dynamics of the Australian security industry and to assist QRS as it repositions itself for growth and profitable trading. Such repositioning might occur via any number of different strategies including an investment in new technology, acquiring a major supplier, divestiture of assets, merging with a competitor or re-engineering the supply chain to increase a competitive advantage.

Structure of the Capital Raising

The structure of the Capital raising will comprise three elements:

1. Private Placement of approximately 14% of the ordinary shares in QRSciences to Helmsman priced at 2.18 cents per share which is expected to be completed by the 27 April 2009.

2. $1.2 million interest only Senior Secured Debt Instrument maturing on March 31, 2012 with an annual interest rate of 15% (non-payment of interest does not constitute an event of default). Note due in its entirety at maturity. The facility is expected to be in place by the end of next week.

3. A 1 for 2 Renounceable Rights Issue priced at 2.18 cents per share which will be fully underwritten by Helmsman, subject to entry into a binding underwriting agreement. It is expected that the prospectus will be lodged within the next 3 weeks.

The Board of QRS deem it important to give all shareholders the opportunity to participate in this capital raising initiative and are hopeful that shareholders will take advantage of this unique opportunity to invest.

Disposition of Unmarketable Parcels

As part of the capital raising initiative QRS plans to buyback or dispose of all unmarketable parcels of stock held by shareholders.

Currently QRS has approximately 3000 shareholders, of which more than 2300 hold less than a marketable parcel ($500 worth or approximately 16,000 shares) of shares. The registry and related costs of maintaining a small shareholding are the same as the costs of maintaining a large shareholding. The sale or placement of these unmarketable parcels of shares will assist the Company to lower its share registry costs and enable shareholders with small shareholdings to sell their shares without brokerage costs.

If shareholders that hold unmarketable parcels wish to maintain their shareholding in QRS they will be given the opportunity to top up their shareholding in the upcoming rights issue to bring their holding above the $500 minimum parcel size.

About Helmsman

For more information on Helmsman please visit their website at www.helmsman.com.au

About QRSciences

QRSciences Holdings Limited is based in Melbourne, Victoria with offices in Perth, Western Australia and San Diego, California. Its wholly owned distribution business Q Video Systems is based in Port Melbourne, Australia. The primary commercial focus of the company is the design, development and sale of advanced technology systems, sub-systems, components and software for security related applications. Applications for its technologies and products include the detection of explosives and narcotics, metal detection and imaging, surveillance and monitoring.

For more information on the Company please visit www.QRSciences.com or www.qcctv.com.au, phone +61 3 9681 9854.

Rick Stokes

CEO

QRSciences Holdings Limited